UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K/A Amendment No. 1  (Mark One)  X. ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2011  . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ________ to ________  PUB CRAWL HOLDINGS, INC. (Exact name of registrant as specified in its charter)  Nevada333-16981827-2758155(State or other jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification Number)802 Sunset Court
San Diego, CA 92109
(Address of principal executive offices)(619) 508-9000
(Registrants Telephone Number)  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes.NoX.  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes.NoX.  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YesX.No.  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes.No.  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K..  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  Large accelerated filer.Accelerated filer.Non-accelerated filer. (Do not check if a smaller reporting company)Smaller reporting companyX.  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesX  No..  The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2010 was NIL based upon the price ($NIL) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an affiliate of the registrant for purposes of the federal securities laws.  Our common stock is not traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board.  As of October 12, 2011, there were 5,000,000shares of the registrants $0.001 par value common stock issued and outstanding.  Documents incorporated by reference: None   EXPLANATORY NOTE:The purpose of this Amendment No. 1 to the Annual Report of Pub Crawl Holdings, Inc. (the "Company") on Form 10-K for the annual period ended June 30, 2011, filed with the Securities and Exchange Commission on October 12, 2011 (the "Form 10-K") is to change the Company's status from a non-shell company to a shell company as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.  No other changes have been made to the Form 10-K.  2    ITEM 15. EXHIBITS.  (a) Exhibits  ExhibitNumberDescription of ExhibitFiling3.01Articles of IncorporationFiled with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.3.02BylawsFiled with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.10.01Assignment Agreement between the Company, Peter Kremer, and PBPubCrawl.com, LLC dated June 14, 2010Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.10.02Form of Management Agreement between the Company and Peter Kremer dated June 22, 2010Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.10.03Promissory Note between the Company and Sun Valley Investments dated August 5, 2010Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.10.04Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.10.05Settlement Agreement between the Company and Sun Valley Investments dated May 25, 2011Filed with the SEC on August 11, 2011 as part of our Current Report on Form 8-K10.06Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2011Filed with the SEC on August 11, 2011 as part of our Current Report on Form 8-K14.01Code of EthicsFiled with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.21.01List of SubsidiariesFiled with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.31.01Certification of Principal Executive Officer Pursuant to Rule 13a-14Filed herewith.31.02Certification of Principal Financial Officer Pursuant to Rule 13a-14Filed herewith.32.01Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley ActFiled herewith.  [Signature Page To Follow]  3     SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  PUB CRAWL HOLDINGS, INC.   Dated: April 20, 2012 /s/ Peter J. Kremer By: Peter J. Kremer Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)    Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:    Dated:  April 20, 2012 /s/ Peter J. Kremer Peter J. Kremer - Director    SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS  1.No annual report to security holders covering the companys last fiscal year has been sent as of the date of this report.  2.No proxy statement, form of proxy, or other proxy soliciting material relating to the companys last fiscal year has been sent to any of the companys security holders with respect to any annual or other meeting of security holders.  3.If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders.   4